Amended Current Report Filing (8-k/a)
10 2월 2023 - 7:09AM
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2022-12-06
2022-12-06
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act
of 1934
Date of Report (Date of
earliest event reported): February 9, 2023 (December 6, 2022)
MICT, INC.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-35850 |
|
27-0016420 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
28
West Grand Avenue,
Suite 3,
Montvale,
New Jersey 07645
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (201)
225-0190
N/A
(Former name or former address,
if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbol |
|
Name of exchange on which registered |
Common Stock, $0.001 par value |
|
MICT |
|
Nasdaq Capital Market |
EXPLANATORY NOTE
This
Form 8-K/A (this “Form 8-K/A”) to our Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 6, 2022 (the “Original Form 8-K”) is being filed to amend Item 9.01 to the Original Form 8-K to include certain
financial statements related to the acquisition by MICT, Inc. (the “Company”) of one hundred percent (100%) of the share
capital of Tingo Mobile Limited (“Tingo Mobile”), a company limited by shares organized pursuant to the laws of the
Federal Republic of Nigeria (hereinafter, the “Acquisition”). The Acquisition was accomplished via a merger of Esquire
Gruppe (BVI) Limited, the immediate parent company of Tingo Mobile, with and into MICT Fintech (BVI) Limited, a wholly-owned
subsidiary of the Company. Immediately, prior to the Acquisition, Tingo Mobile was a second-tier subsidiary of Tingo, Inc., a Nevada
corporation (“Tingo”). The original structure of the Acquisition was reported as a purchase of one hundred percent of
the outstanding common stock of Tingo on the Original Form 8-K, but was since modified, as described above, shortly before the
consummation of the Acquisition. Except as set forth herein, no modifications have been made to the information contained in the
Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of
Businesses Acquired. |
The audited financial
statements of Tingo as of and for the fiscal year ended December 31, 2021 and of Tingo Mobile Plc as of and for the fiscal year
ended December 31, 2020 is filed as Exhibit 99.1 and the unaudited financial statements of Tingo as of and for the period ended
September 30, 2022 is filed as Exhibit 99.2 and Each of Exhibits 99.1 and 99.2 are incorporated by reference herein.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma combined statement of operations of the Company
relating to the Acquisition of Tingo Mobile, for the fiscal year ended December 31, 2021 and the statement of operations and balance sheet
as of and for the nine months ended September 30, 2022, are filed as Exhibit 99.3 and incorporated by reference herein.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
MICT, Inc. |
|
|
|
Date: February 9, 2023 |
By: |
/s/ Darren Mercer |
|
|
Name: |
Darren Mercer |
|
|
Title: |
Chief Executive Officer |
3
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